Client shall pay all fees set forth in the applicable Order Form, the Genus AI platform, or any other written ordering document accepted by Genus AI, including platform fees, subscription fees, professional services fees, managed services fees, usage-based fees, spend-based fees, overage fees, credit fees, pass-through costs, and any other amounts payable under the Agreement.
Unless otherwise stated in an Order Form, fees are invoiced in advance on a monthly, quarterly, annual, or other recurring basis specified by Genus AI. All invoices are due and payable on the due date stated in the applicable Order Form or invoice. If no due date is stated, invoices are due thirty (30) days from the invoice date.
Client’s obligation to pay is not conditioned on issuance of a purchase order, completion of vendor onboarding, internal approval, receipt of a client-side invoice number, use of a procurement portal, or any similar administrative process. Any terms contained in a purchase order, vendor portal, procurement document, or other client-issued document are rejected and shall have no effect unless expressly agreed to in a written amendment signed by Genus AI.
Genus AI may require Client to maintain a valid payment method on file, including credit card, ACH, wire, or other approved payment method. Client authorizes Genus AI to charge such payment method for all undisputed amounts when due. Client shall keep all billing, payment, and contact information current and shall notify Genus AI promptly of any changes.
If any payment method is declined, rejected, reversed, charged back, or otherwise fails, Genus AI may attempt to process the payment again and may require Client to provide an alternative payment method, prepayment, deposit, or other payment assurance as a condition to continued access to the Services.
Client must notify Genus AI in writing of any good-faith dispute regarding an invoice within ten (10) days after the invoice date and must include reasonable detail describing the basis for the dispute. Any invoice not disputed within such period shall be deemed accepted. Client shall timely pay all undisputed amounts, including any undisputed portion of a disputed invoice.
Client may not withhold, offset, reduce, or delay payment of any undisputed amount for any reason, including alleged service issues, campaign performance, budget pauses, non-use, internal delays, or disputes unrelated to the applicable invoice.
Failure to pay any undisputed amount when due constitutes a material breach of the Agreement. If Client fails to cure such breach within seven (7) days after written notice from Genus AI, Genus AI may suspend, limit, or terminate the Services and/or the applicable Order Form without limiting any other rights or remedies.
If any undisputed amount is more than thirty (30) days past due, Client shall pay interest on the overdue balance at a rate of 1.5% per month, or the maximum rate permitted by law, whichever is less, plus any applicable late fees and all costs of collection.
Client shall reimburse Genus AI for all reasonable costs incurred in collecting overdue amounts, including attorneys’ fees, court costs, collection agency fees, and administrative costs.
Without limiting Genus AI’s termination rights, Genus AI may suspend or limit Client’s access to or use of the Services if any undisputed amount is past due, including access to the platform, reporting, feeds, catalog updates, campaign publishing, creative generation, managed services, professional services, support, integrations, and any other functionality.
Genus AI shall not be liable for any loss, campaign disruption, decline in performance, data delay, advertising interruption, business impact, or other consequence arising from suspension, limitation, or termination due to Client’s non-payment or payment breach.
Genus AI may require payment of all overdue amounts, updated payment information, prepayment, a deposit, or a reactivation fee before restoring access or resuming services.
Termination, cancellation, non-use, budget reduction, removal of advertising account access, or failure to use the Services does not relieve Client of its obligation to pay all fees due for the applicable subscription term, committed term, or Order Form.
If Genus AI terminates an Order Form or the Services due to Client’s uncured payment breach, all unpaid fees for the remainder of the then-current subscription term or committed term shall become immediately due and payable.
If an Order Form includes usage-based, spend-based, performance-based, credit-based, or overage fees, Client shall pay such fees in accordance with the calculation method stated in the Order Form or otherwise communicated by Genus AI.
Unless otherwise specified in an Order Form, spend-based fees are calculated based on advertising spend managed through, activated through, optimized by, connected to, or otherwise powered by the Genus AI platform or services.
Client shall provide and maintain reasonable access to advertising accounts, catalogs, campaigns, feeds, reporting systems, and other data sources necessary for Genus AI to calculate applicable fees. If access is removed, incomplete, or unavailable, Genus AI may calculate fees based on the most recent available platform data, invoice history, advertising platform records, or other reasonable evidence.
All fees are exclusive of taxes, duties, levies, assessments, tariffs, and similar governmental charges. Client is responsible for all such amounts other than taxes based on Genus AI’s net income.
All payments shall be made free and clear of, and without reduction for, withholding taxes or similar deductions. If Client is required by law to withhold any amount, Client shall increase the payment so that Genus AI receives the full amount it would have received absent such withholding, and Client shall provide reasonable evidence that the withheld amounts were paid to the applicable authority.
Except as expressly stated in an Order Form or required by law, all fees are non-cancelable and non-refundable. Cancellation takes effect at the end of the then-current paid term unless otherwise agreed in writing by Genus AI.
